SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document

Stock issued upon conversion shall be made upon the conversion of any shares of
this Series.

          3.3  The Corporation may, but shall not be required to, in connection
with any conversion of shares of this Series, issue a fraction of a share of
Common Stock, and if the Corporation shall determine not to issue any such
fraction, the Corporation shall, subject to Section 3.6(f), make a cash payment
(rounded to the nearest cent) equal to such fraction multiplied by the Closing
Price of the Common Stock on the last Trading Day prior to the date of

          3.4  Any holder of shares of this Series electing to convert such
shares into Common Stock shall surrender the certificate or certificates for
such shares at the office of the transfer agent or agents therefor (or at such
other place as the Corporation may designate by notice to the holders of shares
of this Series) during regular business hours, duly endorsed to the Corporation
or in blank, or accompanied by instruments of transfer to the Corporation or in
blank, or in form satisfactory to the Corporation, and shall give written notice
to the Corporation at such office that such holder elects to convert such shares
of this Series. The Corporation shall, as soon as practicable (subject to
Section 3.6(f)) after such deposit of certificates for shares of this Series,
accompanied by the written notice above prescribed and the payment of cash in
the amount required by Section 3.2, if any, issue and deliver at such office to
the holder for whose account such shares were surrendered, or to his nominee,
certificates representing the number of shares of Common Stock and the cash, if
any, to which such holder is entitled upon such conversion.

          3.5  Conversion shall be deemed to have been made as of the date that
certificates for the shares of this Series to be converted, and the written
notice and payment prescribed in Sections 3.2 and 3.4 are received by the
transfer agent or agents for this Series; and the person entitled to receive the
Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder of such Common Stock on such date. Notwithstanding anything to
the contrary contained herein, in the event the Corporation shall have rescinded
a redemption or exchange of shares of this Series pursuant to Section 4.5, any
holder of shares of this Series that shall have surrendered shares of this
Series for conversion following the day on which notice of the subsequently
rescinded redemption or exchange shall have been given but prior to the close of
business on the later of (a) the Trading Day next succeeding the date on